Exhiit 4.8






                                   ADDENDUM to
                            BLUEPHOENIX SOLUTIONS LTD
                   1996 EMPLOYEE SHARE OPTION PLAN - PART ONE

                   (former name: CRYSTAL SYSTEMS SOLUTIONS LTD
                   1996 EMPLOYEE SHARE OPTION PLAN - PART ONE)


 the Addendum ("2003 Employee Share Option Plan") shall overrule the provisions
 of the 1996 Employee Share Option Plan - part one with respect to new grant of
         options pursuant to Section 102 of the Israeli Tax Ordinance.

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August 6, 2003

                           BLUEPHOENIX SOLUTIONS LTD.

                         2003 EMPLOYEE SHARE OPTION PLAN

A. NAME AND PURPOSE


1.   Name. This plan, as amended from time to time, shall be known as the
     "BluePhoenix 2003 Employee Stock Option Plan" (the "Plan").

2.   Purpose. The purpose and intent of the Plan is to provide incentives to
     employees, directors, officers and consultants of BluePhoenix Solutions
     Ltd. (the "Company") and of its subsidiaries and affiliates who are not
     controlling shareholders of the Company, by providing them with
     opportunities to purchase Ordinary Shares, nominal value 0.01 New Israeli
     Shekels each (the "Shares"), of the Company, pursuant to a plan approved by
     the Board of Directors of the Company which with respect to employees of
     the Company, is designed to benefit from, and is made pursuant to, the
     provisions of Section 102 of the Israeli Income Tax Ordinance [New
     Version], 1961 (the "Tax Ordinance"), and the rules and regulations
     promulgated thereunder (the "Regulations").

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B. GENERAL TERMS AND CONDTIONS OF THE PLAN

3.   Administration.

     3.1  The Plan will be administered by the Board of Directors of the Company
          (the "Board") or by a committee appointed by the Board (the
          "Committee"), which, if appointed, will consist of such number of
          Directors of the Company as may be fixed, from time to time, by the
          Board. If a Committee is not appointed, or if it is required under any
          law the term Committee, whenever used herein, shall mean the Board.
          The Board shall appoint the members of the Committee, may from time to
          time remove members from, or add members to, the Committee and shall
          fill vacancies in the Committee however caused.

     3.2  The Committee shall select one of its members as its Chairman and
          shall hold its meetings at such times and places as it shall
          determine. Actions taken by a majority of the members of the
          Committee, at a meeting at which a majority of its members is present,
          or acts reduced to or approved in writing by all members of the
          Committee, shall be the valid acts of the Committee. The Committee may
          appoint a Secretary, who shall keep records of its meetings and shall
          make such rules and regulations for the conduct of its business as it
          shall deem advisable.

     3.3  Subject to the general terms and conditions of this Plan, the
          Committee shall have the full authority in its discretion, from time
          to time and at any time, to determine:

          (i)  Whether the Options shall be issued to a trustee nominated by the
               Committee pursuant to Section 102(b) of the Tax Ordinance, or the
               Options shall issued without a trustee pursuant to Section 102(c)
               of the Tax Ordinance;

          (ii) The person to be nominated as a trustee pursuant to the Plan;

          (iii) In the event that the Company elects to grant Options pursuant
               to Section 102(b) of the Tax Ordinance - whether the Options be
               granted pursuant to Section 102(b)(1) of the Tax Ordinance
               ("Income Track Options") or pursuant to Section 102(b)(2) of the
               Tax

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               Ordinance ("Capital Gains Track Options"). (issuance of Income
               Track Options or Capital Gains Track Options shall be referred to
               herein as "Tax Track(s)"). In the event that the Company elects
               one of the Tax Tracks as described above, it may not grant
               Options pursuant to the other Tax Track during a period
               commencing on the end of the year in which the Options were
               granted until the end of the subsequent year; (iv) (a) The
               persons ("Grantees") to whom options to purchase Shares
               ("Option(s)") shall be granted, (b) the number of Options to be
               granted to each Grantee, (c) the time or times at which the same
               shall be granted, (d) the schedule and conditions on which such
               Options may be exercised and on which such Shares shall be paid
               for, and/or (e) any other matter which is necessary or desirable
               for, or incidental to, the administration of the Plan. In
               determining the number of Options to be granted to each Grantee,
               the Committee may consider, among other things, the Grantee's
               salary and the duration of the Grantee's employment by the
               Company.

     3.4  The Committee may, from time to time, adopt such rules and regulations
          for carrying out the Plan as it may deem necessary. No member of the
          Board or of the Committee shall be liable for any act or determination
          made in good faith with respect to the Plan or any Option granted
          thereunder.

     3.5  The interpretation and construction by the Committee of any provision
          of the Plan or of any Option thereunder shall be final and conclusive
          unless otherwise determined by the Board.

     4.   Eligible Grantees and General Terms.

     4.1  The Committee, at its discretion, may grant Options to employees,
          directors, officers and consultants of the Company and its
          subsidiaries and affiliates provided that such Grantees are not
          controlling shareholders of the Company (as such term is defined in
          Section 32(9) of the Tax Ordinance). Anything in this Plan to the
          contrary, notwithstanding all grants of Options to directors and
          officers -"Nosei Misra" - as such term is defined in the Israeli
          Companies Law, 1999, (the "Companies Law") - shall be
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          authorized and implemented only in accordance with the provisions of
          the Companies Law. The grant of an Option to a Grantee hereunder,
          shall neither entitle such Grantee to participate, nor disqualify him
          from participating, in any other grant of options pursuant to this
          Plan or any other stock option plan of the Company.

     4.2  Each Option is exercisable into one Share.

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     5.   The Trust.

          5.1  The Trustee.

               (a)  In the event that the Committee has elected to grant Options
                    to a trustee designated by the Board and approved by the
                    Israeli Commissioner of Income Tax (the "Trustee"), as
                    prescribed under Section 3.3(i) above, the Trustee shall
                    hold each such issued Option and the Shares issued upon
                    exercise thereof in trust (the "Trust") for the benefit of
                    the Grantee in respect of whom such Option was granted (the
                    "Beneficial Grantee").

               (b)  Issuance of Options to a Trustee pursuant to any of the Tax
                    Tracks is subject to the completion and execution of all
                    procedures required under the Tax Ordinance and/or the
                    Regulations.

               (c)  All certificates representing Shares issued to the Trustee
                    under the Plan shall be deposited with the Trustee, and
                    shall be held by the Trustee until such time that such
                    Shares are released from the Trust as herein provided.

               (d)  Pursuant to the provisions of Section 102 of the Tax
                    Ordinance and the Regulations, the taxation of the Options
                    or Shares issued upon the exercise of Options pursuant to
                    any of the Tax Tracks, are subject to their deposition in
                    Trust for the required holding period (the "Required Holding
                    Period") as follows: (i) in the event that the Company
                    elects the Income Tax Track - twelve (12) months after the
                    end of the year in which the Options were granted and
                    deposited in Trust; (ii) in the event that the Company
                    elects the Capital Gains Tax Track - twenty four (24) months
                    after the end of the year in which the Options were granted
                    and deposited in Trust; or (iii) any other shorter period to
                    be determined by the Committee which was approved by the tax
                    authorities or in accordance with tax regularization to be
                    adopted from time to time.
                    No Options or Shares shall be released from the Trust until
                    the later of (i) the end of the Required Holding Period; and
                    (ii) the vesting of such Options pursuant to Section 7.4
                    hereof (such later date being hereinafter referred to as the
                    "Release Date").

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               (e)  Subject to the terms hereof, at any time after the Release
                    Date with respect to any Options or Shares the following
                    shall apply:

                    (i)  Options and/or Shares issued to the Trustee shall
                         continue to be held by the Trustee, on behalf of the
                         Beneficial Grantee. From and after the Release Date,
                         upon the written request of any Beneficial Grantee, the
                         Trustee shall release from the Trust the Options and/or
                         the Shares issued, on behalf of such Beneficial
                         Grantee, by executing and delivering to the Company
                         such instrument(s) as the Company may require, giving
                         due notice of such release to such Beneficial Grantee,
                         provided, however, that the Trustee shall not so
                         release any such Options and/or Shares to such
                         Beneficial Grantee unless the latter, prior to, or
                         concurrently with, such release, provides the Trustee
                         with evidence, satisfactory in form and substance to
                         the Trustee, that all taxes or other compulsory
                         payments, if any, required to be paid upon such release
                         have, in fact, been paid.

                    (ii) Alternatively, from and after the Release Date, upon
                         the written instructions of the Beneficial Grantee to
                         sell any Shares issued upon exercise of Options, the
                         Trustee shall use its best efforts to effect such sale
                         and shall transfer such Shares to the purchaser thereof
                         concurrently with the receipt, or after having made
                         suitable arrangements to secure the payment of the
                         proceeds, of the purchase price in such transaction.
                         The Trustee shall withhold from such proceeds any and
                         all taxes or other compulsory required to be paid in
                         respect of such sale, shall remit the amount so
                         withheld to the appropriate tax authorities and shall
                         pay the balance thereof directly to the Beneficial
                         Grantee, reporting to such Beneficial Grantee and to
                         the Company the amount so withheld and paid to said tax
                         authorities.

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         Should the Trustee sell Shares at the request of the Beneficial
         Grantee, the company shall pay the Trustee for his services and
         expenses incurred with respect to such sale of Shares, and the Trustee
         will be entitled to withhold such amounts and pay the balance thereof
         to said Beneficial Grantee. Notwithstanding the provisions of
         Subsection (d) above, Subject to the approval of the Committee, the
         Beneficial Grantee may sell or transfer the Options or Shares issued
         upon the exercise of Options prior to the end of the Required Holding
         Period, provided however that the Trustee shall withhold applicable tax
         or shall insure withholding of applicable tax in accordance with the
         provisions of the Regulations and Section 102 of the tax Ordinance
         relating to transfer prior to the end of the Required Holding Period.

     5.2  Dividend and Voting Rights. All Shares issued upon the exercise of
          Options granted under the Plan shall entitle the Beneficial Grantee
          thereof to receive dividends with respect thereto, and to vote the
          same at any meeting of the shareholders of the Company. For so long as
          Shares issued to the Trustee on behalf of a Beneficial Grantee are
          held in the Trust, the dividends paid or distributed with respect
          thereto shall be remitted to the Trustee for the benefit of such
          Beneficial Grantee, and the Trustee shall vote all such Shares in
          accordance with the instructions of such Grantee.

     6.   Reserved Shares. The Company shall reserve sufficient amount of
          authorized but unissued Shares for purposes of the Plan subject to
          adjustments as provided in Section 11 hereof. All Shares under the
          Plan or any previous option plan, in respect of which the right
          thereunder of a Grantee to purchase the same shall, for any reason,
          terminate, expire or otherwise cease to exist, shall again be
          available for grant through Options under the Plan or under any other
          plan.

     7.   Grant of Options.

     7.1  The effective date of the grant of an Option (the "Date of Grant")
          shall be the date specified by the Committee in its determination
          relating to the

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          award of such Option. The Committee shall promptly give the Grantee
          written notice (the "Notice of Grant") of the grant of an Option. The
          Committee in its discretion may award to Grantees Options to purchase
          Shares in the Company available under the Plan. The execution of the
          Plan and issuance of Options pursuant thereto are subject to obtaining
          all permits and approvals by the appropriate authorities to which the
          Plan, the Options and Shares issuable upon exercise of the Options are
          subject.

     7.2  The Notice of Grant shall state, inter alia, the applicable tax Track
          (if any), the number of Shares covered thereby, the dates when the
          Option may be exercised, the exercise price, and such other terms and
          conditions as the Committee at its discretion may prescribe, provided
          that they are consistent with this Plan.

     7.3  The issuance of Options to a Grantee hereunder is subject to the
          signing of the Grantee on an application form to receive such Options
          (the "Application Form") and returning such signed Application Form to
          the Company within the time schedule specified in the Notice of Grant.
          By affixing his signature on the Application Form, the Grantee shall
          confirm his consent to receive all the Options granted to him subject
          to the terms and conditions applicable to such Options pursuant to the
          Plan, the provisions of Section 102 of the Tax Ordinance and the
          Regulations and the provisions of the applicable Tax Track and shall
          represent and warrant that he acknowledges the provisions of Section
          102 of the Tax Ordinance and the applicable Tax Track and that he
          agrees to the trust agreement between the Company and the Trustee, a
          copy of which shall be enclosed to the Application Form. The Grantee
          shall also sign an undertaking to release the Trustee from any
          liability in respect of any action or decision duly taken and bona
          fide executed in relation to the Plan, such Options or any shares
          acquired upon the exercise thereof.

     7.4  Vesting Period and date of Exercise.

          (a)  The term "Vesting Period" shall mean the period commencing on the
               Date of Grant until the first date on which the Option may be
               exercised, namely, after the Release Date as defined in Section
               5.1(d) above. The Vesting Period shall be determined by the
               Committee from time to time.

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               The committee may decide on different vesting Periods applicable
               to different Grantees.

          (b)  The Committee may, at its sole discretion, accelerate the Vesting
               Period with respect to certain Options granted pursuant to the
               Plan, subject to the provisions of Section 5.1(d) above.

          (c)  Without derogating from the provisions of Section 5.1(d) and 10
               hereof and the rights and powers of the Committee under Sections
               3.3 and 7.2 hereof, unless otherwise specified in the Notice of
               Grant (a) each Option under the Plan shall be exercisable
               following the end of the Vesting Period , and (b) the schedule
               pursuant to which such Options shall vest, and the Beneficial
               Grantee thereof shall be entitled to pay for, and acquire, the
               Shares, shall be such that one-third of such Options shall vest
               on each of the first, second and third anniversaries of the Date
               of Grant.

     8.   Exercise Price. The exercise price per Share covered by each Option
          shall be determined by the Committee in its sole and absolute
          discretion.

     9.   Exercise of Options.

          9.1  Options shall be exercisable pursuant to the terms under which
               they were granted and subject to the terms and conditions of the
               Plan.

          9.2  The exercise of an Option shall be made by a written notice of
               exercise (the "Notice of Exercise") delivered by the Beneficial
               Grantee (or, with respect to Options held in the Trust, by the
               Trustee upon receipt of written instructions from the Beneficial
               Grantee) to the Company at its principal executive office,
               specifying the number of Shares to be purchased and accompanied
               by the payment therefor, and containing such other terms and
               conditions as the Committee shall prescribe from time to time.

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          9.3  Anything herein to the contrary notwithstanding, but without
               derogating from the provisions of Section 10 hereof, if any
               Option has not been exercised and the Shares covered thereby not
               paid for within ten (10) years after the Date of Grant (or any
               shorter period set forth in the Notice of Grant), such Option and
               the right to acquire such Shares shall terminate, all interests
               and rights of the Grantee in and to the same shall ipso facto
               expire, and, in the event that in connection therewith any
               Options are still held in the Trust as aforesaid, the Trust with
               respect thereto shall ipso facto expire and the Trustee shall
               thereafter hold such Options in an unallocated pool until
               instructed by the Company that some or all of such Options are
               again to be held in trust for one or more Grantees.

          9.4  Each payment for Shares shall be in respect of a whole number of
               Shares, and shall be effected in cash or by a cashier's check
               payable to the order of the Company, or such other method of
               payment acceptable to the Company.

     10.  Termination of Employment.

          In the event that a Grantee ceases, for any reason, to be employed by
          the Company or by any of its subsidiaries or affiliates (or with
          respect to a Grantee who is a director, officer or consultant, if his
          service with the Company or with any of its subsidiaries or
          affiliates, terminates for any reason), all Options theretofore
          granted to such Grantee shall terminate As follows:

     10.1

          (a)  If the Grantee's termination of employment is due to such
               Grantee's death or "Disability" (as hereinafter defined), such
               Options (to the extent exercisable at the time of the Grantee's
               termination of employment or provision of services, namely,
               Options with respect to

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               which the Release Date has occurred) shall be exercisable by the
               Grantee's legal representative, estate manager or any other
               person to whom the Grantee's rights are transferred by will or by
               laws of descent or distribution, or the Grantee, as the case
               might be, for a period of six (6) months following such
               termination of employment or provision of services (but in no
               event after the expiration date of such Option), and shall
               thereafter terminate. For purposes hereof, "Disability" shall
               mean the inability, due to illness, injury or mental condition to
               engage in any gainful occupation for which the individual is
               qualified by education, training or experience, and such
               condition continues for at least six (6) months.

          (b)  If the Grantee's termination of employment or provision of
               services is due to, or connected with, one of the following
               instances, the trust with respect to said Grantee's options shall
               ipso facto expire, the options already vested shall automatically
               expire and the Grantee shall not be entitled to exercise any of
               the Options notwithstanding they were already vested at that
               time. The said instances are as follows:

               (i)  The Grantee commits a criminal offense (whether against the
                    Company or any other person or entity);

               (ii) The Grantee is dishonest or breaches his fiduciary duties or
                    duty of loyalty towards the Company and/or its subsidiaries;

               (iii) The Grantee intentionally or recklessly damages the
                    Company's and/or its subsidiaries' property and/or good name
                    and/or business;

               (iv) The Grantee is grossly negligent in fulfilling his duties
                    towards the Company and/or its subsidiaries;

               (v)  The Grantee deviates intentionally in a material way from
                    his authority and/or instructions given to him by the
                    Company's and/or its subsidiaries' competent organs;

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               (vi) The Grantee breaches intentionally in a material way the
                    terms of his employment agreement, or other agreement with
                    the Company and/or its subsidiaries.

          (c)  If the Grantee's termination of employment is for any reason
               other than those described in sub-sections (a) and (b) above,
               such Options (to the extent exercisable at the time of the
               Grantee's termination of employment) may be exercisable for a
               period of thirty (30) days following such termination of
               employment or provision of services, and shall thereafter
               terminate. Options which are not exercisable at the time of the
               Grantee's termination of employment (namely, which are not yet so
               vested in such Grantee), shall expire upon the termination of
               employment.

     10.2 Notwithstanding the foregoing provisions of Section 10.1, the
          Committee may provide, either at the time an Option is granted or
          thereafter, that such Option may be exercised after the periods
          provided for in Section 10.1, but in no event beyond the term of the
          Option.

     11.  Adjustment Upon Changes in Capitalization.

          11.1 Subject to any required action by the shareholders of the
               Company, the number of Shares covered by each outstanding Option,
               and the number of Shares which have been authorized for issuance
               under the Plan but as to which no Options have yet been granted
               or which have been returned to the Plan upon cancellation or
               expiration of an Option, as well as the price per share of Shares
               covered by each such outstanding Option, shall be proportionately
               adjusted for any increase or decrease in the number of issued
               Shares resulting from a stock split, reverse stock split, stock
               dividend, combination or reclassification of the Shares or the
               payment of a stock dividend (bonus shares) with respect to the
               Shares or any other

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               increase or decrease in the number of issued Shares effected
               without receipt of consideration by the Company; provided,
               however, that conversion of any convertible securities of the
               Company shall not be deemed to have been "effected without
               receipt of consideration." Such adjustment shall be made by the
               Committee, whose determination in that respect shall be final,
               binding and conclusive. Except as expressly provided herein, no
               issuance by the Company of shares of stock of any class, or
               securities convertible into shares of stock of any class, shall
               affect, and no adjustment by reason thereof shall be made with
               respect to, the number or price of Shares subject to an Option.

     11.2 Unless otherwise determined by the Committee, in the event of the
          proposed dissolution or liquidation of the Company, to the extent it
          has not been previously exercised, each Option will terminate
          immediately prior to the consummation of such proposed action. In the
          event of a consolidation or the merger of the Company with or into
          another corporation, each Option shall be assumed or an equivalent
          option shall be substituted by such successor corporation or a parent
          or subsidiary of such successor corporation.


     12.  Non-Transferability.

          Unless permitted by the Committee, no Option shall be assignable or
transferable by the Grantee to whom granted otherwise than by will or the laws
of descent and distribution, and an Option may be exercised during the lifetime
of the Grantee only by such Grantee or by such Grantee's guardian or legal
representative. The terms of such Option shall be binding upon the
beneficiaries, executors, administrators, heirs and successors of such Grantee.

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     13.  Term and Amendment of the Plan.

          13.1 The Plan was authorized by the Company on August 6, 2003, and
               shall expire on August 6, 2013 (except as to Options outstanding
               on that date), but such expiration shall not affect the
               instructions contained herein or in any applicable law with
               respect to the Options and Shares held in the Trust at such time
               of expiration. The Committee may decide upon the extension of the
               Plan.

          13.2 Subject to applicable laws, the Board may, at any time and from
               time to time, terminate or amend the Plan in any respect. In no
               event may any action of the Company alter or impair the rights of
               a Grantee, without his consent, under any Option previously
               granted to him.

     14.  Tax Consequences. All tax consequences and obligations regarding any
          other compulsory payments arising from the grant or exercise of any
          Option, from the payment for, or the subsequent disposition of, Shares
          covered thereby or from any other event or act (of the Company or the
          Grantee) hereunder, shall be borne solely by the Grantee, and the
          Grantee shall indemnify the Company and the Trustee and hold them
          harmless against and from any and all liability for any such tax or
          other compulsory payment, or interest or penalty thereon, including
          without limitation, liabilities relating to the necessity to withhold,
          or to have withheld, any such tax or other compulsory payment from any
          payment made to the Grantee.

     15.  Miscellaneous.

          15.1 Continuance of Employment: Neither the Plan nor the grant of an
               Option thereunder shall impose any obligation on the Company or
               on any of its subsidiaries or affiliates to continue the
               employment or service of any Grantee, and nothing in the Plan or
               in any Option granted pursuant thereto shall confer upon any
               Grantee any right to continue in the employ or service as
               aforesaid, or

<PAGE>

               restrict the right of the Company or of any of its subsidiaries
               or affiliates to terminate such employment or service at any
               time.

          15.2 Governing Law: The Plan and all instruments issued thereunder or
               in connection therewith, shall be governed by, and interpreted in
               accordance with, the laws of the State of Israel. Any action
               related to this Plan shall be venued solely in the competent
               courts in Tel Aviv.

          15.3 Application of Funds: The proceeds received by the Company from
               the sale of Shares pursuant to Options granted under the Plan
               will be used for general purposes of the Company, as may be
               determined by the Board or the Company from time to time.

          15.4 Multiple Agreements: The terms of each Option may differ from
               other Options granted under the Plan at the same time, or at any
               other time. The Committee may also grant more than one Option to
               a given Grantee during the term of the Plan, either in addition
               to, or in substitution for, one or more Options previously
               granted to that Grantee.The grant of multiple Options may be
               evidenced by a single Notice of Grant or multiple Notices of
               Grant, as determined by the Committee.

          15.5 Non-Exclusivity of the Plan: The adoption of the Plan by the
               Board shall not be construed as amending, modifying or rescinding
               any previously approved incentive arrangement or as creating any
               limitations on the power of the Board to adopt such other
               incentive arrangements as it may deem desirable, including,
               without limitation, the granting of stock options otherwise than
               under the Plan, and such arrangements may be either applicable
               generally or only in specific cases.